TERMS AND CONDITIONS
Application and entire agreement
These Terms and Conditions will apply to the purchase of goods (Goods) by the buyer (you) from New Flag UK a company registered in England and Wales under number 10108663 whose registered office is at New Flag UK Ltd, 42 Murrell Green Business Park, Hook, Hampshire, RG27 9GR (we or us).
These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Business Day: any day other than a Saturday, Sunday or bank holiday in England and Wales.
Conditions: the terms and conditions set out in this document as amended from time to time.
Contract: the contract between the Supplier the Customer for the sale and purchase of the Goods.
Goods: the goods set out in the Contract.
Customer: the person or company whom purchases the Goods from the Supplier.
Supplier: New Flag UK (registered in England and Wales under number 10108663) whose registered office is at New Flag UK Ltd, 42 Murrell Green Business Park, Hook, Hampshire, RG27 9GR
Order: the Customers order for the Goods
Specification: any specification for the goods, including any related plans and drawings, that are agreed in writing by the Customer and the Supplier.
Specification Sheet(s): the Supplier’s specification sheets for the Goods from time to time which are available on request.
Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, right in get-up, rights to goodwill and to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
Words imparting the singular number include the plural and vice-versa.
The description of the Goods is set out in our Specification Sheets unless expressly changed in our correspondence. In accepting the Contract you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our Specification Sheets are intended as a guide only.
If the Goods or any part of them are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier in full and on demand against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual Property Rights arising out of or in connection with the Supplier’s use of the Specification.
We can make any changes to the Specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
Price & Payment
The price (Price) of the Goods is set out in the Contract.
The Price of the Goods is exclusive of the delivery costs, which the Supplier shall charge and the Customer shall pay, in addition to the price of the Goods unless otherwise agreed.
The price of the Goods and delivery costs are exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
Unless the Supplier and the Customer have agreed credit terms in writing or e-mail, the Supplier shall invoice the Customer for the Goods, delivery and VAT prior to despatching the Goods and the Customer shall pay the invoice on receipt. The Supplier is under no obligation to dispatch or deliver the Goods unless or until it has received payment of the invoice in full and cleared funds.
If the Supplier and Customer have agreed on credit terms, the Supplier shall invoice the Customer for the Goods on despatch of the Goods. The Customer shall pay the invoice in full and cleared funds within 30 Business Days of the date of the invoice, unless other credit terms have been agreed in writing or by e-mail by the Supplier and the Customer in which case such other credit terms shall apply.
All payments shall be made to the bank account nominated in writing or by e-mail by the Supplier. Time of payment is of the essence of the Contract.
If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
Any increase in the Price under the clause above will only take place after we have told you about it.
You may be entitled to discounts. Any and all discounts will be at our discretion.
You must make payment even if delivery has not taken place and / or that the title in the Goods has not passed to you.
If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier may:
Suspend any further deliveries to you.
Without limiting any of our other rights or remedies for statutory interest, charge you interest at a rate of 4% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
Claim compensation under the Late Payment of Commercial Debts (interest) Act 1998.
Revoke or reduce any agreed credit terms indefinitely or until the Supplier has received all overdue sums in cleared funds.
The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part.
The Customer acknowledges that the Supplier may at any time conduct credit checks with credit referencing agencies whether or not the Customer has applied for credit terms.
Notwithstanding any other condition, the Supplier may, by written notice to the Customer at any time, immediately revoke or reduce any credit terms agreed for any or no reason.
All payments must be made in British Pounds unless otherwise agreed in writing between us.
Cancellation and alteration
You have a legal right to cancel a Contract (with the exception of personalised goods) without giving any reason within 14 days of the day after you receive the Goods. This is the “Cancellation Period”.
You can cancel a Contract by sending us the requested information provided by our team upon contact from you by post to 42 Murrell Green Business Park, Hook, Hampshire, RG27 9GR; by e-mail to [email protected]; or over the phone on 0333-241-2995. You should keep evidence of having given notice of cancellation, such as an e-mail receipt or confirmation report.
You must return the Goods to us (at your own risk and cost) within 14 days of notifying us that you wish to cancel your purchase by sending them to: 42 Murrell Green Business Park, Hook, Hampshire, RG27 9GR.
We will ordinarily refund the full purchase price of the Goods together with the standard delivery charge paid within 14 days of receiving the returned Goods or proof of postage. If you chose to pay extra for express delivery, we will only refund the cost of standard delivery. Goods must be returned unused, and in their original packaging. You must also take reasonable care of Goods before you return them to us (which including keeping them away from direct sunlight and heat whilst in your possession). We may reduce the amount we refund to you if you use them, damage them or otherwise do something beyond what is reasonably necessary to examine them that reduces their resale value.
Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
A quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 7 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
Either of us can cancel the order for any reason prior to your acceptance (or rejection) of a quotation.
The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the type and quantity of the Goods and, if the Order if being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
The Supplier may deliver the Goods by instalments, which the Supplier shall invoice and the Customer shall pay separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment or Contract.
We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
If you do not specify a delivery address it is within our rights to cancel the order and charge you for the expenses associated with, but not limited to, the transportation, storage and insurance of the Goods.
Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
If redelivery is not possible as set out above, you will be notified of this. We can charge you for all associated costs including, but not limited to, transportation, storage and insurance.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
Inspection and acceptance of Goods
You must inspect the Goods on delivery.
If you identify any damages or shortages, you must inform us in writing, by e-mail or by phone within 7 days of delivery, providing details. You are responsible for keeping a record of correspondence.
Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
We will be under no liability or further obligation in relation to the Goods if:
if you fail to provide notice as set above; and/or
you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
the defect arises from normal wear and tear of the Goods; and/or
the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
You bear the risk and cost of returning the Goods unless otherwise agreed.
Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 7 days after delivery.
Risk and title
The risk in the Goods will pass to you on completion of delivery.
Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
We can terminate the sale of Goods under the Contract where:
you commit a material breach of your obligations under these Terms and Conditions;
you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of liability
Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
any indirect, special or consequential loss, damage, costs, or expenses; and/or
any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
All notices under these Terms and Conditions must be in writing or e-mail and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices will be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
on the fifth business day following mailing, if mailed by national ordinary mail; or
on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Circumstances beyond the control of either party
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.